Ryan F. Urness

About Ryan F. Urness

Ryan F. Urness is Senior Vice President, General Counsel and Corporate Secretary of Dycom Industries (DY). He has served as Vice President and General Counsel since October 2018 and as Corporate Secretary since May 2019; he is 52 years old as of January 25, 2025 . Prior to Dycom, he was General Counsel and Corporate Secretary at USI Building Solutions (2016–2018) and Speed Commerce, Inc. (2003–2016), giving him two decades of public-company legal, governance, and M&A experience . In fiscal 2025, he earned a maximum cash incentive award due to strong company performance and additional service as interim Chief HR Officer, signaling both breadth of responsibility and alignment of incentive outcomes with performance .

Past Roles

External Roles

• Not disclosed in the company’s 10-K and proxy statements reviewed. Skip if not disclosed.

Fixed Compensation

Performance Compensation

Annual Cash Incentive (Non-Equity/Bonus)

LTI Structure, Metrics, and Vesting

• Instruments and cadence:

  • Performance-vesting RSUs (PRSUs): three substantially equal annual installments, contingent on one-year performance metrics with opportunity for supplemental units based on three-year metrics .
  • Time-vesting RSUs (TRSUs): vest in four equal annual installments .
  • No stock options were granted to Urness for fiscal 2025 .

• FY2025 one-year performance metric attainment and vesting for PRSUs (Annual Units): | Award Year | % of Contract Revenue Attained | OCF/Qualifying Net Income Ratio | % of Target Annual Units Attained | Annual Units Vested (Urness) | |---|---:|---:|---:|---:| | 2023 grant | 6.97% | 1.46x | 100.00% | 1,417 | | 2024 grant | 6.97% | 1.46x | 100.00% | 1,667 | | 2025 grant | 6.97% | 1.46x | 100.00% | 1,227 |

• FY2025 three-year performance metric attainment and vesting for supplemental PRSUs (Cumulative Units): | Award Year | % of Cumulative Qualifying Earnings Attained | Cumulative OCF/QNI Ratio | % of Target Supplemental Units Attained | Supplemental Units Vested (Urness) | |---|---:|---:|---:|---:| | 2023 grant | 6.47% | 1.27x | 29.42% | 417 | | 2024 grant | 6.47% | 1.27x | 29.42% | 490 | | 2025 grant | 6.47% | 1.27x | 29.42% | 361 |

• FY2025 vesting realizations (selling cadence signal): | Metric | Shares | Value ($) | Notes | |---|---:|---:|---| | RSUs vested in FY2025 (3/30/2024 tranche) | 12,662 | 1,817,377 | Valued at $143.53, day prior close |

FY2025 LTI Grants to Urness

Equity Ownership & Alignment

• Beneficial ownership as of March 24, 2025: | Holder | Shares Beneficially Owned | Percent of Outstanding | |---|---:|---:| | Ryan F. Urness | 29,493 | <1% |

• Equity acquirable within 60 days (as of March 24, 2025): | Instrument | Units/Options | |---|---:| | RSUs acquirable within 60 days | 9,629 | | Options acquirable within 60 days | 0 |

• Outstanding unvested equity at Jan 25, 2025 (granular view): | Grant Date | Type | Unvested Units | Reported Market Value ($) | |---|---|---:|---:| | 03/29/2021 | TRSU | 479 | 92,370 | | 03/28/2022 | TRSU | 1,923 | 370,831 | | 03/28/2022 | PRSU (unearned) | 1,417 | 273,254 | | 03/28/2023 | TRSU | 3,394 | 654,499 | | 03/28/2023 | PRSU (unearned) | 3,334 | 642,929 | | 03/26/2024 | TRSU | 3,330 | 642,157 | | 03/26/2024 | PRSU (unearned) | 3,681 | 709,844 | | 12/02/2024 | TRSU | 2,907 | 560,586 |

• Ownership/retention policies:

  • Hedging and pledging of Company stock are prohibited for executive officers and directors (no pledging red flag) .
  • NEO shareholding requirement: retain net shares from certain equity awards until holdings equal at least the value of current base salary; all NEOs were at or on track to requirements as of FY2025 .

Employment Terms

• Agreement: Urness Employment Agreement effective October 29, 2019; initial 3-year term with auto-renewal for one-year periods; term extends through second anniversary upon a Change in Control .
• Termination without cause (pre-CoC): 1.5x (base salary + greater of three-year average bonus or 50% of base) paid over 18 months; up to 18 months benefits continuation .
• Change in Control (double-trigger within two years): same severance paid in lump sum; pro rata annual bonus (greater of three-year average or actual to date); full vesting of all equity at target for performance awards .
• Restrictive covenants: five-year confidentiality; non-compete and non-solicit generally at least one year and for as long as any equity continues vesting (for applicable awards) .
• 2025 hypothetical payouts (as of Jan 25, 2025 price): For Urness—severance $1,360,050 pre-CoC; $2,185,050 upon CoC termination; stock awards value in CoC $3,946,471; benefits continuation $43,678 .

Performance & Track Record

• Interim leadership: Performed the role of interim Chief Human Resources Officer in addition to GC/Secretary during fiscal 2025; Compensation Committee awarded maximum cash incentive to recognize both performance and expanded responsibilities .
• Incentive metrics: Annual and long-term PRSU payouts are tied to contract revenue attainment and a cash flow quality ratio (OCF/Qualifying Net Income) for one-year awards, and cumulative qualifying earnings and cumulative OCF/QNI for three-year awards .
• Option usage: No option grants to Urness in FY2025; program emphasizes RSUs/PRSUs, which reduces leverage but tightens retention via multi-year vesting .

Compensation Structure Analysis

• Mix and shifts:
  • FY2025 cash bonus increased to the maximum ($825k; 151% of salary) vs. FY2024 ($444.6k; 85.5%) and FY2023 ($427.5k; 85.5%), reflecting strong performance and interim CHRO duties .
  • LTI grants in 2024 favored PRSUs/TRSUs (no options), consistent with broader shift toward RSUs for retention and alignment; non-CEO NEOs’ March 2024 allocation: ~52.5% PRSUs, 47.5% TRSUs .
• Performance rigor:
  • One-year PRSU components paid at 100% for FY2025 based on disclosed metrics; three-year supplemental units paid at 29.42%—suggesting tougher multi-year hurdles and balanced payout calibration .
• Clawback and risk controls: NYSE/SEC-compliant clawback policy covering current and former executive officers; no hedging/pledging; standardized grant timing and minimum vesting periods .

Investment Implications

• Alignment: Urness’s pay is heavily equity-linked (significant PRSU/TRSU balances outstanding) with prohibited hedging/pledging and mandatory shareholding requirements, supporting long-term alignment and reducing agency risk .
• Retention and overhang: Multiple staggered TRSU/PRSU vest schedules (notably around late March and early December) create recurring vesting events; while this can create periodic selling windows, share retention requirements mitigate near-term selling pressure .
• Change-in-control economics: Moderate cash severance multiple (1.5x) and full equity acceleration at target on a double-trigger CoC are standard for mid-cap industrials; not excessive but meaningful, implying moderate retention under strategic alternatives .
• Execution risk: FY2025 maximum bonus reflects strong annual results and expanded scope, while three-year PRSU payouts at 29.42% indicate longer-horizon hurdles remain demanding—supportive of pay-for-performance discipline rather than windfalls .